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Post by Tiktockon Feb 26, 2011 6:28pm

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Post# 18199841

Proxy Statement

As filed with the United States Securities and Exchange Commission (S.E.C).

PREC14A 1 formprec14.htm MILVERTON CAPITAL CORPPREC14A 5-1-2011

SCHEDULE14A

(RULE14A-101)

INFORMATIONREQUIRED IN PROXY STATEMENT

SCHEDULE14A INFORMATION

PROXYSTATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGEACT OF 1934

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

x	Preliminary Proxy Statement

o	Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

o	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GLOBAL 8ENVIRONMENTAL TECHNOLOGIES, INC.

(Name ofRegistrant as Specified In Its Charter)

(Name ofPerson(s) Filing Proxy Statement, if other than the Registrant)

MilvertonCapital Corporation, Shane Thibault, Bernice Church, Donald Dyer, Fernando Londeand Rene Branconnier.

Payment of Filing Fee (Check the appropriate box):

x	No fee required

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transactionapplies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value oftransaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount onwhich the filing feeis calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

PRELIMINARYPROXY STATEMENT IN OPPOSITION TO

MANAGEMENTAND THE CURRENT BOARD OF DIRECTORS

FOR 2011ANNUAL MEETING OF STOCKHOLDERS

THISPROXY STATEMENT IS A PRELIMINARY COPY

AND ISSUBJECT TO CHANGE UNTIL A DEFINITIVE PROXY STATEMENT HAS BEEN FILED WITH THESECURITIES EXCHANGE COMMISSION

MilvertonCapital Corporation (“Milverton”), the largest single shareholder of Global 8Environmental Technology, Inc. (the “Company”), Rene Branconnier, ShaneThibault, Fernando Londe, Bernice Church, and Don Dyer (collectively, the“Solicitation Participants”), are soliciting proxies to be used at the Company’sMay ___, 2011 annual meeting of stockholders (“Annual Meeting”). Please read andcarefully consider the information presented in this proxy statement and vote bycompleting, dating, signing and returning the enclosed proxy in the enclosedpostage-paid envelope.

Thisproxy statement and the form of proxy will be mailed to certain stockholders onor about March ___, 2011.

INFORMATIONABOUT THE ANNUAL MEETING

WHEN ISTHE ANNUAL MEETING?

Accordingto the Notice of Annual Meeting sent to shareholders of the Company on or aboutMarch __, 2011 and attached hereto as Appendix A (the “Notice of AnnualMeeting”) the Annual Meeting will be held May___, 2011, 10:00 a.m. PacificDaylight Time.

WHEREWILL THE ANNUAL MEETING BE HELD?

Accordingto the Notice of Annual Meeting, the meeting will be held at Red Rock CasinoResort Spa located at 11011 W. Charleston, Las Vegas, NV 89135.

WHATITEMS WILL BE VOTED UPON AT THE ANNUAL MEETING?

TheSolicitation Participants will be making the following proposals at the AnnualMeeting and soliciting votes to take the following actions, which arecollectively referred to as the (“Solicitation Participants’Proposals”):

1. TOVOTE FOR THE REPEAL OF THE COMPANY’S AMENDED AND RESTATED BYLAWS ADOPTED BY THECOMPANY’S BOARD WITHOUT APPROVAL OF THE COMPANY’S SHAREHOLDERS ON JULY 31, 2010AND ANY AMENDMENTS THE BOARD MAY ADOPT BEFORE THE ANNUAL MEETING (the “AmendedBylaws”) AND REINSTATE THE COMPANY’S BYLAWS THAT WERE IN PLACE BEFORE THEAMENDED BYLAWS (the “Restoration of the Bylaws Proposal”).

Accordingto the Notice of Annual Meeting, you will also be voting on the followingmatters:

2. TOELECT FOUR DIRECTORS FOR ONE-YEAR TERMS EXPIRING AT THE ANNUAL MEETING OF THESHAREHOLDERS TO BE HELD IN 2011.

3. TORATIFY THE APPOINTMENT OF RICHARD HAWKINS AS THE COMPANY’S INDEPENDENTACCOUNTANTS.

4. OTHERBUSINESS. To transact such other business as may properly come before theAnnual Meeting or any adjournment of the Annual Meeting.

WHO CANVOTE?

Accordingto the Notice of Annual Meeting:

Shareholdersof record at the close of business on March __, 2011, the record date for themeeting, are entitled to receive notice of and to participate in the AnnualMeeting. As of that record date, the Company had outstanding and entitled tovote [94,464,063]shares of commonstock. The common stock is the only class of stock of Global 8 that isoutstanding and entitled to vote at the Annual Meeting. If you were astockholder of record of common stock on that record date, you will be entitledto vote all of the shares that you held on that date at the meeting, or anypostponements or adjournments of the meeting. Each outstanding share of Global8’s common stock will be entitled to one vote on each matter. Stockholders whoown shares registered in different names or at different addresses will receivemore than one Proxy card. You must sign and return each of the Proxy cardsreceived to ensure that all of the shares owned by you are represented at theAnnual Meeting.

HOW DO IVOTE BY PROXY?

You mayvote your shares by mail by marking, signing and dating the enclosed proxy cardas promptly as possible and returning it to, Vincent & Rees, therepresentative of the Solicitation Participants (“Solicitation Participants’Representative”) at: Global 8 Solicitation Participants, c/o Vincent & Rees,175 S. Main St., 15thFloor, Salt Lake City, Utah 84111.

For eachitem of business, you may vote "FOR" or "AGAINST" or you may "WITHHOLD" yourvote.

If youreturn your signed proxy card but do not specify how you want to vote yourshares, we will vote them:

“FOR” the repeal of the Amended and Restated Bylaws adopted by the Board on July 31, 2010 and any other amendments to the Bylaws of the Company prior to the annual meeting and the reinstatement of the Bylaws of the Company in place prior to the adoption of the Amended and Restated Bylaws (the “Reinstated Bylaws”);

-	“FOR” the election of each of Fernando B. Londe, Bernice L. Church, Donald V. Dyer and Shane E. Thibault to the Company’s Board of Directors; and

-	“AGAINST” the ratification of the appointment of Richard Hawkins as the Company’s independent auditor(s).

-	If any matters other than those set forth above are properly brought before the Annual Meeting, the individuals named in your proxy card may vote your shares in accordance with their best judgment.

HOW DO ICHANGE OR REVOKE MY PROXY?

You canchange or revoke your proxy at any time before it is voted at the Annual Meetingby:

1. Submittinganother proxy by mail with a more recent date than that of the proxy firstgiven;

2. Sendingwritten notice of revocation to Global 8 Solicitation Participants, c/o Vincent& Rees, 175 S. Main St., 15thFloor, Salt Lake City, Utah 84111; or

3. Attendingthe Annual Meeting and voting in person. If your shares are held in the nameof a bank, broker or other holder of record, you must obtain a proxy, executedin your favor, from the holder of record to be able to vote at themeeting.

If youchoose either of the first two methods, your proxy or notice must be received nolater than 5:00 p.m., May___, 2011, Pacific DaylightTime. Once voting on a particular matter is completed at the annual meeting, youwill not be able to revoke your proxy or change your vote as to that matter.If your shares are held instreet name by a broker, bank or other financial institution, you must contactthat institution to change your vote.

CONFERENCECALL AND AUDIO WEBCAST

Accordingto the Notice of Annual Meeting, shareholders will be able to listen live byphone or video broadcast to the annual meeting. The dial-in numbers for theconference call will be posted at www.g8et.net before themeeting. Lines are limited and will be available on a first-come, first-servedbasis. Video Conferencing will also be available through the Red RockCasino.

WHATCONSTITUTES A "QUORUM" FOR THE ANNUAL MEETING?

Accordingto the Notice of Annual Meeting:

One-thirdof the outstanding shares of the Company's common stock entitled to vote at theAnnual Meeting present or represented by proxy, constitutes aquorum. Abstentions, broker non-votes and votes withheld from director nomineescount as "shares present" at the Annual Meeting for purposes of determining aquorum. However, abstentions and broker non-votes do not count in the votingresults.

You must provide the number of sharesthat are subject to your proxy at the bottom of the proxy form in order to havethose shares count as “shares present” at the AnnualMeeting.

HOW MANYVOTES ARE REQUIRED?

Assuminga quorum is present, a plurality of votes cast by the shares entitled to vote oneach of the Solicitation Participants Proposals will be required to adopted eachof the Solicitation Participants Proposals.

If theSolicitation Participants’ Proposals are successful, a plurality of votes castby the shares entitled to vote in the election of directors will be required toelect each director.

Accordingto the Notice of Annual Meeting, and if the Solicitation Participants’ Proposalsare unsuccessful, the election of directors will be conducted asfollows:

Electionof the Directors shall be by “party-list proportional representation” in whichall slates shall be voted as a single proposal, and the D’Hondt method shall beused to determine the number of Board seats won by that slate. The candidatescomprising the slate shall be rank-ordered by use of the “open list” votingmethod, in which voters who cast votes for that slate shall indicate theirrank-order preferences within the list of candidates comprising the slate. On aslate winning at least one seat, the candidate receiving the most votes for rank“1” shall be that slate’s first candidate seated; the candidate who receives themost votes for rank “2” the second seat; and so on. Candidates not alreadynominated as part of a slate may be nominated and seconded by shareholders fromthe floor. The votes received by any such candidate shall be tallied accordingto the D’Hondt method, simultaneously with the tally of other slates, as if sheor he were a separate slate, such that if she or he receives sufficient votes towin one seat under the D’Hondt method, she or he shall be entitled to on seat onthe Board. Voters may cast their votes for on slate or for any combination ofslates and/or independently nominated candidates.

Anyabstentions, "broker non-votes" (shares held by brokers or nominees as to whichthey have no discretionary authority to vote on a particular matter and havereceived no instructions from the beneficial owners or persons entitled to votethereon), or other limited proxies will not count in the votingresults.

DISSENTER'SRIGHT OF APPRAISAL

Accordingto the Notice of Annual Meeting, no action will be taken in connection with theproposal described in this Proxy Statement for which Nevada law, our Articles ofIncorporation or Amended Bylaws provide a right of a shareholder to dissent andobtain appraisal of or payment for such shareholder's shares.

WHO PAYSFOR THE SOLICITATION OF PROXIES AND HOW WILL PROXIES BE SOLICITED?

Proxiesmay be solicited by Milverton, consultants and employees of Milverton, and bythe other Solicitation Participants by mail, telephone, facsimile, e-mail andpersonal solicitation. Regular employees and consultants of Milverton and itsaffiliate, Rene Branconnier, may be used to solicit proxies and, if used, willnot receive additional compensation for such efforts. Banks, brokerage housesand other custodians, nominees and fiduciaries may be requested to forward thesolicitation material of the Solicitation Participants to their customers forwhom they hold shares, and the Solicitation Participants will reimburse them fortheir reasonable out-of-pocket expenses.

Theentire expense of preparing, assembling, printing and mailing this ProxyStatement and related materials, and the cost of soliciting proxies for theproposals endorsed by the Solicitation Participants, will be borne by theSolicitation Participants. The solicitation participants estimate that itstotal expenditures relating to the solicitation will be approximately $25,000(including professional fees and expenses, but excluding any costs representedby salaries and wages of regular employees and consultants of Milverton and itsaffiliate). The total expenditures to date have been approximately $12,500, paidby Milverton. The Solicitation Participants intend to seek reimbursement fromthe Company for its expenses and the Solicitation Participants would proposethat, due to the cost to the Company of conducting another shareholder vote,such reimbursement not be put to a vote of the shareholders unless required byapplicable law.

HOW DO INOMINATE A DIRECTOR OR BRING OTHER BUSINESS BEFORE THE ANNUALMEETING?

Tonominate a candidate for director at the Annual Meeting to be held in 2012, yournotice of the nomination must be received by the Company during the periodbeginning at 12:01 a.m., Pacific Time, on January 30, 2012 and ending at 11:59p.m., Pacific Time, March 30, 2012. The notice must describe various mattersregarding the nominee, including name, address, occupation, and shares held. Tobring other matters before the 2012 Annual Meeting, notice of your proposal mustalso be received by the Company within the time limits described above and mustmeet Company By-Law requirements, if any. In addition, to include a proposal inthe Company’s Proxy Statement, and proxy card for that meeting, your notice andproposal must also comply with the requirements of Rule 14a-8 of the SecuritiesExchange Act of 1934, as amended. Copies of the Company’s By-Laws may beobtained free of charge from the Corporate Secretary.

PERSONSMAKING THE SOLICITATION

Informationconcerning Milverton, Shane Thibault (“Thibault”), Bernice Church (“Church”),Fernando Londe (“Londe”), Donald Dyer (“Dyer”) and Rene Branconnier(“Branconnier”) who are each “participants in the solicitation” as defined inthe proxy rules promulgated by the Securities and Exchange Commission under theSecurities Exchange Act of 1934, as amended, is set forth in Appendix Bhereto.

Milverton,Thibault, Church, Londe, Dyer and Branconnier, intend to vote their shares ofthe Company’s common stock in accordance with the recommendations of theSolicitation Participants set forth herein.

WHY ARETHE SOLICITATION PARTICIPANTS SOLICITING PROXIES?

OnJanuary 15, 2010, sixty-two shareholders (the “Plaintiff Shareholders”) of theCompany filed a complaint against the Company and each of its directors,individually, to compel the Company to hold an annual meeting of theshareholders (the “Shareholder Action”). The Honorable Elizabeth A. Gonzalez,Judge (“Justice Gonzalez”), Eighth Judicial District Court (Clark County,Nevada) conducted the hearings in the Shareholder Action and ordered the Companyto conduct an annual meeting on May___, 2011. Justice Gonzalezalso ordered the Plaintiff Shareholders to pay the cost of providing shareholdernotice of the meeting and holding the meeting.

On orabout March ___, 2011, the Plaintiff Shareholders paid for the Notice of AnnualMeeting to be sent to the shareholders of the Company on behalf of theCompany. In order to have enough votes present to constitute a quorum for theAnnual Meeting, proxies needed to be solicited from the shareholders of theCompany. The Plaintiff Shareholders, although aligned in their desire to causethe Company to hold an annual meeting, were not similarly aligned in theirinterest of conducting a contested proxy action for the Annual Meeting or comingto a 62-party agreement on the slate of directors.

MilvertonCapital Corporation came to be a solicitation participant through itsinvolvement as a Plaintiff Shareholder in the action compelling the Company tohold an annual meeting. As one of the Company’s largest shareholders, MilvertonCapital Corporation has a strong interest in seeing that the Corporation is runby directors duly elected by its shareholders.

Mr.Thibault was previously employed by the Company in the area of investorrelations and Mr. Church, Ms. Church’s husband, also has worked as a consultantfor the Company in the area of investor relations. Mr. Thibault and theChurches have received a number of calls from shareholders concerned about themanagement of the Company and Mr. Thibault and the Churches have relayed thoseconcerns to Milverton Capital Corporation. Milverton Capital invited Mr.Thibault and Ms. Church to participate in the solicitation due to each person’sprevious experience in dealing with the shareholders of the Company and thecontinued trust that Milverton Capital Corporation perceives a large number ofshareholders as having in Mr. Thibault’s and Ms. Church’s abilities to representthe interests of the shareholders.

Mr. Dyerhas, at times, served as a consultant to Milverton Capital and the Company inthe area of public and investor relations as an employee of Pacific OceanResources. Milverton Capital Corporation was impressed with Mr. Dyer’s servicesand skill set and invited him to be a directorial nominee at the annualmeeting.

Mr. Londewas a director candidate proposed by Julio Ferriera at the time that Mr.Ferriera was President of the Company. Milverton Capital Corporation reviewedMr. Londe’s qualifications and believed that he was a good directorial candidateand Milverton decided to support his nomination and election as a director ofthe Company prior to the refusal of the directors to hold an annual meeting,which led to the shareholder action. Despite the fact that Mr. Londe wasproposed by Mr. Ferriera and relationships have deteriorated between MilvertonCapital Corporation and Mr. Ferriera, Milverton Capital continues to believethat Mr. Londe is a qualified nominee.

Each ofthe Solicitation Participants, then, agreed to conduct the contested proxyaction with a slate of directors selected by the SolicitationParticipants.

WHO WILLVERIFY THE VOTING RESULTS?

TheMinute Orders dated May 11, 2010 from the Eighth Judicial District Court statethat, in connection with the annual meeting, the Court will “count the votes andwill make a determination of the proper vote.”

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To theextent that such information could be gleaned from the Company’s past filingsand the shareholder records provided by the Company, the following table setsforth the number of and percent of the Company's common stock beneficially ownedby:

-	all directors and nominees, naming them,

-	the Company’s executive officers,

-	the Company’s directors and executive officers as a group, without naming them, and

-	persons or groups known by us to own beneficially 5% or more of our Common Stock:

Thepercentages in the table have been calculated on the basis of treating asoutstanding for a particular person, all shares of our capital stock outstandingon March __, 2011, and all shares of the Company’s common stock issuable to thatperson in the event of the exercise of outstanding options and other derivativesecurities owned by that person which are exercisable within 60 days of March__, 2011. Except as otherwise indicated, the persons listed below have solevoting and investment power with respect to all shares of the Company’scapital stock owned by them.

Name	Number of Shares Beneficially Owned		Percentage of Voting Stock (1)
NOMINEES

Bernice L. Church		383,000		0.4	%(2)
Don V. Dyer		3,491,256		3.6	%(3)
Fernando B. Londe		300,000		0.3	%
Shane E. Thibault		1,109,436		1.2	%(4)

Total Nominees		6,885,228		7.3	%

DIRECTORS AND EXECUTIVE OFFICERS

Daniel Wolf		7,500,000		7.9	%

Total Directors and Executive Officers
		7,500,000		7.9	%
5% BENEFICIAL OWNERS

Rene Braconnier		8,450,379		9	%(5)

(1) UnderRule 13d-3, a beneficial owner of a security includes any person who, directlyor indirectly, through any contract, arrangement, understanding, relationship,or otherwise has or shares: (i) voting power, which includes the power to voteor to direct the voting of shares; and (ii) investment power, which includes thepower to dispose or direct the disposition of shares. Certain shares may bedeemed to be beneficially owned by more than one person (if, for example,persons share the power to vote or the power to dispose of the shares). Inaddition, shares are deemed to be beneficially owned by a person if the personhas the right to acquire the shares (for example, upon exercise of an option)within 60 days of the date as of which the information is provided. In computingthe percentage ownership of any person, the amount of shares outstanding isdeemed to include the amount of shares beneficially owned by such person (andonly such person) by reason of these acquisition rights. As of May 22, 2010,there were 94,464,063, shares of the Company’s common stock issued andoutstanding.

(2) Representsshares of common stock owned jointly by Ms. Church and her husband.

(3) Includes2,765,256 Shares of Common Stock held by Pacific Ocean, of which Mr. Dyer is acontrolling shareholder.

(4) Includes1,109,436 shares of Common Stock held by AS&T Holdings Inc., of which Mr.Thibault is a controlling shareholder.

(5) Includes(a) 6,716,060 shares of common stock owned by Milverton Capital Corporation, ofwhich Mr. Branconnier is a controlling shareholder, (b) 674,884 shares of commonstock owned by 529473 BC Ltd., of which Mr. Branconnier is a controllingshareholder, (c) 680,435 shares of common stock owned by Dynasty Farms Ltd., ofwhich Mrs. Branconnier is a controlling shareholder through Sanclair HoldingsLtd. and (d) 379,000 shares of common stock owned by Sharon Branconnier, Mr.Branconnier’s wife. Mr. Branconnier’s mailing address is 8412 Armstrong Road,Langley, BC V1M3P5. Neither Mr. Branconnier nor Ms. Branconnier has owned anyequity in Pacific Ocean Resources since August 2003.

PROPOSAL1: REPEAL OF THE COMPANY’S AMENDED AND RESTATED BYLAWS ADOPTED BY THE COMPANY’SBOARD ON JULY 31, 2010 AND ANY AMENDMENTS THE BOARD MAY ADOPT PRIOR TO THEANNUAL MEETING (THE “AMEDED BYLAWS”) AND REINSTATEMENT OF THE COMPANY’S BYLAWSTHAT WERE IN PLACE BEFORE THE AMENDED BYLAWS

(ITEM1 ON THE PROXY CARD)

Thisproposal by the Solicitation Participants seeks to repeal changes to theCompany’s By-Laws adopted by the Company’s Board of Directors on July 31, 2010and any amendments adopted by the Board of Directors prior to the annual meetingwhich Amended Bylaws would have the effect of limiting the ability of a majorityof the Company’s stockholders to elect all of the nominees that such majorityshareholders believe are qualified to run the Company’s affairs. Approval ofthis proposal would result in the repeal of the Amended and Restated Bylawsadopted on July 31, 2010, and any other amendments to the Bylaws adopted by theboard prior to the annual meeting, if any, (collectively, the “Amended Bylaws”)and the reinstatement of the Company’s Bylaws that were in place prior to theAmended Bylaws (the “Reinstated Bylaws”). If this proposal 1 is approved, theReinstated Bylaws will be in effect for the annual meeting and all matters ofbusiness conducted at the meeting will be conducted in accordance with theReinstated Bylaws. Copies of the Amended Bylaws and the Reinstated Bylaws havebeen attached to this proxy statement as additional solicitation materials toassist you in conducting a detailed comparison of the provisions of the AmendedBylaws and the Reinstated Bylaws.

Theadoption of this proposal 1 will have the effect of repealing all Bylaws adoptedby the Board of Directors or otherwise prior to the annual meeting, whether ornot such Bylaws were favored by a majority of the shareholders. In addition,the repeal of all Bylaws amendments to the Bylaws prior to the date of theannual meeting may have the unintended consequence of repealing additionalBylaws provisions adopted after the date of this proxy statement to specificallycomply with statutes, regulatory obligations or provide other rights andbenefits to the Company and its shareholders. The Board of Directors elected bythe Shareholders at the annual meeting will, in its discretion, have the abilityof amending the Bylaws to accommodate compliance with statutes, regulatoryobligations or other provisions favorable to the shareholders following theannual meeting, but will be under no obligation to do so.

SUMMARYOF MATERIAL DIFFERENCES BETWEEN AMENDED BYLAWS AND REINSTATEDBYLAWS:

Thesummaries contained herein are qualified in their entirety by the full text ofthe Amended Bylaws and the Reinstated Bylaws attached to this proxy statement assupplemental solicitation materials.

Noticeof Meeting

TheAmended Bylaws provide that written notice of a shareholder meeting shall begiven to shareholder entitled to notice of or to vote at the meeting not lessthan thirty (30) days prior to the meeting. The Reinstated Bylaws provide thatnotice must be given not less than ten (10) days prior to themeeting.

TheAmended Bylaws provide that a notice of meeting to act on a plan of merger orshare exchange, the sale, lease, exchange or other disposition of all orsubstantially all of the corporation’s assets other than in the regular courseof business or the dissolution of the corporation shall be given not less thanthirty (30) days prior the meeting. The Reinstated Bylaws provide that noticemust be given not less than twenty (20) days prior to the meeting.

TheAmended Bylaws also contain the following provisions that were not present inthe Reinstated Bylaws: (i) “Any decision taken or proposal adopted withoutrequisite notice to all shareholders shall be null and void, and (ii)“Stockholders owning stock in street name must be notified through agents orinstitutions possessing or able to obtain such names andaddresses.”

TheSolicitation Participants believe that shareholders should be able to takeaction within the timeframes provided under the Nevada Revised Statutes andwithin the parameters of SEC regulations. This provides the board with theleeway to move as quickly as possible with respect to business opportunitieswhile still complying with the notice provisions that state and federallegislators and administrators deem prudent.

FixingRecord Date for Determining Stockholders

TheAmended Bylaws state that the record date for determining shareholders entitledto notice of or to vote at any meeting of stockholders shall be not less thanthirty (30) days prior to the meeting. The Reinstated Bylaws provided that therecord date shall not be less than ten (10) days prior to themeeting.

TheSolicitation Participants believe that it is in the best interest of the Companyto be able to present shareholder actions as soon as practicable (if necessaryor desirable) under applicable state and federal statutes and regulations inorder to take advantage of business opportunities.

Quorum

TheAmended Bylaws provide that a quorum must be present at any adjournment of aprior meeting. The Reinstated Bylaws provide that a quorum at a meeting willalso constitute a quorum any adjournment (unless a new record date is or must beset for the adjourned meeting), notwithstanding the withdrawal of enoughshareholders to leave less than a quorum.

TheSolicitation Participants believe the provisions of the Reinstated Bylaws are inthe Company’s best interest, because the Company may not be able to obtain aquorum at an adjourned meeting, thereby requiring the Company to expendsubstantial resources to send notice to, obtain proxies for and hold a meetingto accomplish any business that could not be completed at a priormeeting.

Mannerof Acting

TheAmended Bylaws provide that “[a]ctions affecting the rights or privileges ofshareholders, including ratification of actions by one or more officers, one ormore Directors, or one or more related parties, shall be valid only if approvedby an absolute majority of at least three-fourths of the votes of the Board ofDirectors and, after notice to all shareholders of at least 90 days, by anabsolute majority of at least three-fourths of all disinterestedshareholders. “Disinterested shareholders” are those shareholders who are notrelated in any material way to any officer, Director or related party whoseactions are the subject of ratification vote.”

TheSolicitation Participants believe that this provision will make it next toimpossible to take any action that affects the rights and privileges ofshareholders in a positive OR negative way as a quorum of three-quarters of thevotes are nearly impossible to obtain in a public company. The SolicitationParticipants believe this provision will prevent the Company from negotiatingterms with institutional investors and business partners that customarilyrequire liquidation preferences, anti-dilution rights, rights of first refusaland other privileges that are customarily granted in financing and otherbusiness transactions conducted by many other companies. Without theflexibility to conduct business as conducted by other companies, theSolicitation Participants believe the Company will struggle to find businessinvestors and partners that will be necessary to assist in the Company’seconomic recovery.

Votingfor Directors

TheAmended Bylaws have added the following provision: “Election shall be by“party-list proportional representation” in which all slates shall be voted as asingle proposal, and the D’Hondt method shall be used to determine the number ofBoard seats won by that slate. The candidates comprising the slate shall berank-ordered by use of the “open list” voting method, in which voters who castvotes for that slate shall indicate their rank-order preferences within the listof candidates comprising the slate. On a slate winning at least one seat, thecandidate receiving the most votes for rank “1” shall be that slate’s firstcandidate seated; the candidate who receives the most votes for rank “2” thesecond seat; and so on. Candidates not already nominated as part of a slate maybe nominated and seconded by shareholders from the floor. The votes received byany such candidate shall be tallied according to the D’Hondt method,simultaneously with the tally of other slates, as if she or he were a separateslate, such that if she or he receives sufficient votes to win one seat underthe D’Hondt method, she or he shall be entitled to on seat on the Board. Votersmay cast their votes for on slate or for any combination of slates and/orindependently nominated candidates.”

Thesystem under the Amended Bylaws works as follows:

Each share that is eligible to vote casts a single vote for a slate (a slate is a list of directors that a party/group is nominating for election) or an individual nominee and ranks by preference each board member under that slate.

The total votes cast for each slate and/or individual nominee is divided first by 1, then by 2, then by 3, and so on, up to the number of board vacancies to be filled by the vote, which, in this case, is four (4) vacancies. The resulting quotients for each slate are recorded and all slates’ quotients are aggregated and ranked highest to lowest.

The board seats are then allocated to slates starting with the first seat going to the slate with the highest quotient, then the next seat to the slate (it could be the same slate) with the next highest quotient, and so on until all seats have been allocated to the corresponding slates.

For each slate receiving at least one seat, the candidate receiving the most votes for rank “1” shall be that slate’s first candidate seated; the candidate who receives the most votes for rank “2” the second seat; and so on.

Themethod described in the bylaws might be better understood if applied to thefollowing discrete example scenario:

Assumptions:

4 board seats to be filled.

4 slates.

500,000 votes are cast: 75,000 for Slate 1; 149,000 for Slate 2; 251,000 for Slate 3; and 25,000 for Slate 4.

Thenumber of seats to be allocated to each slate is shown in thistable:

D'Hondt Method
			Slate 1		Slate 2		Slate 3		Slate 4
Divisor		Total Votes:		75,000		149,000		251,000		25,000
	1	Quotiant #1		75,000		149,000		251,000		25,000
	2	Quotiant #2		37,500		74,500		125,500		12,500
	3	Quotiant #3		25,000		49,667		83,667		8,333
	4	Quotiant #4		18,750		37,250		62,750		6,250
		Total Seats:		0		1		3		0

The 4highest quotients are highlighted in yellow, resulting in one seat going toSlate 2 and threeseats going to Slate 3.

Under theReinstated Bylaws, each shareholder entitled to vote the number of shares ownedby such shareholder for as many persons as there are Directors to be elected,which, in this case, is four (4) people. The four (4) people with the mostvotes would be elected Directors of the Company.

Overall,the Solicitation Participants believe that (a) the method of voting contained inthe Amended Bylaws is overly complicated and will confuse voters, therebyresulting in incomplete or incorrect proxies and/or votes in person, and (b) themajority of shareholders should be entitled to construct an entire board ofdirectors that they feel are best qualified to efficiently manage theCompany.

Actionby Stockholders Without a Meeting

TheAmended Bylaws have added a requirement in connection with taking action bywritten consent that “proof is provided that consents were obtained afterproviding full material disclosure to all shareholders, and all shareholderswere provided at least 30 days notice during which to consider giving theirconsent.”

Therequirement that full material disclosure be provided to all shareholders 30days prior to shareholders giving consent amounts to a requirement that theCompany conduct the same type of disclosure and solicitation that is required inconnection with obtaining proxies and holding shareholder meetings. One of theprimary benefits of being able to take actions by written consent is to be ableto take shareholder action with minimal time and expense to the Company, therebypreserving value for the shareholders. The Solicitation Participants believethis provision all but eliminates the benefits that are intended to be conferredby the ability to take actions by written consent and results in an unnecessaryincrease in the Company’s costs related to taking shareholderactions.

Number,Classification and Tenure of Board Members

TheAmended Bylaws provide that the number of directors shall be set by the Articlesof Incorporation, which state that the Board shall be composed of not more than6 Directors and not less than 1 Director. The Reinstated Bylaws provide thatthe number of Directors shall be composed of not more than 9 and not less than 1Director. The Solicitation Participants do not object to eitherprovision.

Removalof Directors

TheReinstated Bylaws provided that Directors could be removed at a special meetingof the shareholders called expressly for that purpose if the number of votescast to remove the Director exceeds the number of votes cast not to remove theDirector. The Amended Bylaws state that such removal can only take place if “1)full material disclosure is provided to all stockholders, 2) such meetingfollows the quorum, notice and record date requirements as required for annualmeetings of stockholders.”

TheSolicitation Participants believe that the provision in the Amended Bylaws,again, contains procedural, printing, mailing and documentation requirementsthat will cause the Company and/or shareholders to incur substantial costs thatare not practical given the size and resources of the Company and itsshareholders.

StockRecords

TheAmended Bylaws add a provision that states “. . . shares that after transfer bythe company are subsequently transferred to third parties, and entered uponlists maintained by the corporation’s transfer agent or by such otherinstitution that maintains lists of street or beneficial owners, shall, uponnotice by said agent or institutions, be deemed for the purpose of voting to beowned by the designated third-party transferees.” The Solicitation Participantsbelieve that the Company already relies upon the records maintained by itstransfer agents and the broker-dealers holding shares in street names, each inaccordance with their procedures and applicable laws, and, therefore, thisadditional provision has no meaningful affect.

Conclusion

For thereasons stated above, the Solicitation Participants recommend a vote “FOR” therepeal of the Amended Bylaws and the Reinstatement of the ReinstatedBylaws.

PROPOSAL2: TO CONSIDER AND VOTE UPON THE ELECTION OF FOUR DIRECTORS TO THE COMPANY’SBOARD OF DIRECTORS

(ITEM2 ON THE PROXY CARD)

NOMINEES

TheCompany’s Amended Bylaws currently provide for the election of directors inaccordance with the Company’s Articles of Incorporation. The Articles ofIncorporation provide for the election of up to six directors, and the Notice ofAnnual Meeting has stated that a Board of four directors will be elected at themeeting. Assuming a quorum is present and the Solicitation Participants’Proposals have not been passed, election of Directors will be by “party-listproportional representation” in which all slates shall be voted as a singleproposal, and the D’Hondt method shall be used to determine the number of Boardseats won by that slate. The candidates comprising the slate shall berank-ordered by use of the “open list” voting method, in which voters who castvotes for that slate shall indicate their rank-order preferences within the listof candidates comprising the slate. On a slate winning at least one seat, thecandidate receiving the most votes for rank “1” shall be that slate’s firstcandidate seated; the candidate who receives the most votes for rank “2” thesecond seat; and so on. Candidates not already nominated as part of a slate maybe nominated and seconded by shareholders from the floor. The votes received byany such candidate shall be tallied according to the D’Hondt method,simultaneously with the tally of other slates, as if she or he were a separateslate, such that if she or he receives sufficient votes to win one seat underthe D’Hondt method, she or he shall be entitled to on seat on the Board. Votersmay cast their votes for on slate or for any combination of slates and/orindependently nominated candidates. If the Solicitation Participants’ Proposalsare passed, a plurality of votes cast by the shares entitled to vote in theelection of directors will be required to elect each director, and shareholdersof the Company will not entitled to cumulative voting.

If theelection of Directors takes place under the provisions of the Amended Bylaws,the proxy holders will, unless otherwise instructed, vote the proxies for theslate of Fernando B. Londe, Bernice L. Church, Donald V. Dyer and Shane E.Thibault in accordance with the rank identified by shareholders on the proxycard. If a rank is not provided for one or more of the nominees, the proxyholders will rank the nominees that have not been ranked in the proxy holders’discretion.

If theelection of Directors takes place under the provisions of the Reinstated Bylaws,unless otherwise instructed, the proxy holders will vote the proxies received bythem for Fernando B. Londe, Bernice L. Church, Donald V. Dyer and Shane E.Thibault.

It is notexpected that any nominee will be unable or will decline to serve as adirector. The term of office of each person elected as a director will continueuntil the next annual meeting of shareholders, or until such person's successorhas been elected and qualified. Officers are appointed by the Board ofDirectors and serve at the discretion of the Board. The director nomineesproposed by the Solicitation Participants have not, yet, identified anycandidates to serve as officers of the Company, although the SolicitationParticipants anticipate the nominees will evaluate the condition of the Companyand then attempt to identify candidates to serve as officers based upon theneeds of the Company.

Directors

Thefollowing sets forth the names and ages of the proposed directors together witha brief account of their education and business experience during at least thepast five years, indicating their principal occupations during that period andthe name and principal business of the organizations in which such occupationand employment were carried out. All of the following nominees have consented toserve as directors and have consented to be named in this proxystatement.

NOMINEES:

BerniceL. Church

BerniceL. Church, 49, began her career working with Express 24, a successful privateenterprise, where she held a management position for 15 years. While withExpress 24, Ms. Church was general manager for Express 24’s ten franchiselocations, managing all personnel at the franchise locations, accounts andday-to-day operations. Ms. Church is currently a director, co-manager, secretarytreasurer and co-owner of A1-Transmission Ltd. located in Red Deer, AlbertaCanada and has been for the past 20 years. A1-Transmission is a specialty repairshop taking care of transmission and drive line needs in the central AlbertaArea. Ms. Church’s responsibilities include accounting and bookkeeping, andgenerally keeping a watchful eye on the financial performance of the business.Ms. Church is also responsible for accounts payable and receivable, payroll andensuring a net profit at the end of each annual year. The SolicitationParticipants believe that the financial and operational experience that Ms.Church gained as a general manager for Express 24’s ten franchise locations aswell as the accounting and bookkeeping skills that she has obtained through herownership and management of A1-Transmission will be of great benefit as thedirectors seek to sort out the financial condition of the Company. These skillsled the Solicitation Participants to conclude that Ms. Church would be aqualified and needed director of the Company. Ms. Church has never served as anofficer or director of Global 8 and does not have any arrangement orunderstanding with any other person pursuant to which she is to be selected as adirector or nominee.

DonaldV. Dyer:

Donald(Don) V. Dyer, 71, brings with him a wealth of public market experience. For thepast 25 years, he has, in his capacity as a consultant for public and privatecompanies, worked with many Wall Street brokerage firms such as Goldman Sachs,Prudential and Raymond James in an effort to generate interest in his clients.In 2002, Mr. Dyer became President of Pacific Ocean Resources and continues toserve in that position. Pacific Ocean Resources is a company that providesmarketing consultation services to environmental businesses and provided suchservices to the Company from 2003 to 2008. On April 1, 2009, Mr. Dyer becamethe President and a Director of Halo Property Services, Inc. (“Halo”) andcontinues to serve as the President and a Director of Halo. Halo is acommercial property development company and has explored an expansion into theenergy industry. Mr. Dyer utilizes his knowledge of the stock market to managethe investor and public relations office for Pacific Ocean Resources. Mr. Dyerhas previously resided in New York and Toronto and has settled in Vancouver,where he continues act as a consultant to provide public and investor relationsservices to private and public companies. The Solicitation Participants believethat Mr. Dyer developed important communication skills that permit him to conveyinformation in a manner that is easily understood by shareholders. In addition,Mr. Dyer developed a number of contacts with the Company’s shareholders whenPacific Ocean Resources served as a consultant to the Company. The SolicitationParticipants believe these qualities qualify Mr. Dyer to serve as a valuablemember of the Company’s board of directors. Mr. Dyer has never served as anofficer or director of Global 8 and does not have any arrangement orunderstanding with any other person pursuant to which he is to be selected as adirector or nominee.

FernandoLonde

FernandoLonde, 44, has extensive experience as a business analyst in thetelecommunications industry. Mr. Londe is currently an independent networkingdesigner and consultant in the fields of business analysis in thetelecommunications industry, operational and strategic planning, budgeting andforecasting international operations, project management, network planning andmanagement, training development and instruction, and facilities design. From2003 to 2009, Mr. Londe was the System Engineer, CTO of the Carriers Divisionand Wholesale where he oversaw a group of 26 employees and consultants andmanaged a budgets ranging from $1,500,000 to $2,900,000 per year . FREE S.R.Lis a Telco Carrier Provider of fixed telephony in Italy and also providesbroadband and subscription to VoIP services. Mr. Londe led FREE S.R.L. inapplying and getting the license as Telco Carrier with the ItalianAuthority. While with FREE S.R.L., Mr. Londe also planned and launched an ATMnetwork. From 1999 to 2003, Mr. Londe was the Network and Carrier DivisionManager for Com.Tel S.p.A. where he led Com.Tel S.p.A. in applying for andgetting the license as Telco Carrier with Italian Authority and oversawfunctional requirements to design and projecting the entire network and routingtranslations. The Solicitation Participants believe Mr. Londe’s experiences withforeign regulators, division management and launching new products, such as FREES.R.L.’s ATM network, allowed Mr. Londe to develop international business,marketing and management skills that will be instrumental in providing theCompany with business advice and direction in today’s global economy. Mr.Londe speaks, reads and writes English, Italian and Portugese. Mr. Londe hasnever served as an officer or director of Global 8 and does not have anyarrangement or understanding with any other person pursuant to which he is to beselected as a director or nominee.

ShaneE. Thibault

Shane E.Thibault, 40, worked from 1998 until 2006 with AS&T Holdings Inc., acorporation wholly-owned by Mr. Thibault and his immediate family where heworked in (i) pipefitting and construction projects, (ii) quality control andweld inspection of mechanical piping systems (iii) overseeing the quality ofworkmanship of 50 - 150 tradesmen on site, and (iv) structured turnover packagesof the piping systems contractors built for their customer or client. AS&THoldings Inc. is in the consulting management, contracting and inspectionservices business. From 2006 until the end of 2009, Mr. Thibault worked withthe Company full-time in the area of investor relations. During that time, Mr.Thibault gained valuable experience in the areas of shareholder communications,capital raising and business development in Western Canada. Mr. Thibault iscurrently an independent consultant in the areas of contracting and inspectionservices. The Solicitation Participants believe that the experience that Mr.Thibault developed in cooperating with municipalities, community councils andtradesmen in the construction and quality control industries will be ofassistance in the Company’s efforts to pursue environmentally friendlytechnologies in the future. Mr. Thibault has never served as a director ofGlobal 8 and does not have any arrangement or understanding with any otherperson pursuant to which he is to be selected as a director ornominee.

None ofthe nominees, nor any associate of the nominees, is a party to materialproceedings adverse to the Company or any of its subsidiaries or has a materialinterest adverse to the registrant or any of its subsidiaries other than theproceeding to cause the Company to hold the Annual Meeting. The nominees havenot been offered any compensation by the Company and there are presently nobonus, profit sharing, retirement, pension or other compensation plans in whichthe nominees will participate. The nominees have not been granted or extendedoptions, warrants or rights to purchase securities in connection with theirservice as directors of the Company.

Compensation

Except asotherwise disclosed herein with respect to Mr. Thibault and Mr. Dyer under theheading “WHY ARE THE SOLICITATION PARTICIPANTS SOLICITING PROXIES?,” none of thenominees have earned, been paid or awarded any compensation (plan or non-plan)for services rendered in any capacity to the Company nor is there presently anyagreement or understanding to compensate such nominees for their services in thefuture.

FamilyRelationships

Mr.Thibault is Ms. Church’s nephew. There are no other family relationships amongthe nominees.

Involvementin Certain Legal Proceedings

Except asset forth below, the director nominees have not been involved in any of thefollowing events during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

OnJanuary 5, 2011, the British Columbia Securities Commission (“BC SecuritiesCommission”) issued a Notice of Hearing relating to allegations by the BCSecurities Commission that Don Dyer, acting through Pacific Ocean Resources,solicited and sold securities of the Company without being registered andwithout providing a prospectus to investors in violation of British Columbiasecurities laws. The Notice of Hearing states that the hearing will occur onJanuary 26, 2011. Mr. Dyer has yet to be charged with any criminalactivity. Mr. Dyer denies the allegations in the Notice of Hearing and intendsto vigorously defend himself at such hearing.

On May28, 2010, the Alberta Securities Commission initiated an Interim Cease TradeOrder that was extended on June 11, 2010 (the “Order”) against Halo whileinvestigating whether or not Halo violated Alberta securities laws by sellingsecurities to Alberta residents without registering the securities inAlberta. Mr. Dyer served as the President of Halo at the time the order wasissued and continues to serve as the President of Halo. Mr. Dyer was notindividually named in the Order and is not, personally, the subject of theinvestigation.

Section16(a) Beneficial Ownership Compliance.

None ofthe Nominees are required to file reports under Section 16(a) of the SecuritiesExchange Act.

CorporateGovernance.

Each ofthe nominees other than Shane E. Thibault are considered an “independentdirector” as defined by Rule 5605(a)(2) of The NASDAQ ListingRules.

Transactions With RelatedPersons.

AS&THoldings Inc., a company controlled by Mr. Thibault, received commissions fromthe Company based on investments that AS&T Holdings Inc. introduced to theCompany during the Company’s last fiscal year. The commissions paid to AS&THoldings totaled approximately $153,000 in cash and shares of the Company’scommon stock.

Substantial Interest of SolicitationParticipants.

There iscurrently no agreement in place between Pacific Ocean and the Company or betweenMilverton and the Company and the nominees, if elected, presently do not haveany plans to retain any of the Solicitation Participants to provide services tothe Company. Neither the Solicitation Participants generally, nor the boardnominees in particular, have any plans or agreements with respect toapproximately CAD$609,478 in principal and interest outstanding as of October31, 2009 relating to loans that were made to the Company between September 30,2002 and June 30, 2009. by Milverton, Sanclair Holdings Ltd. (“Sanclair”) andMr. Branconnier in the principal amount of CAD$229,789, CAD$115,700.71 andCAD$18,520.91, respectively. The funds were advanced by Milverton, Sanclair andMr. Branconnier on behalf of the Company to pay for services provided by thirdparties not affiliated with Milverton, Sanclair or Branconnier. Mr. Branconnierand Sanclair subsequently assigned the debt owed by the Company to each of themto Milverton. The principal amount of CAD$364,012 together with interest in theamount of CAD$245,466 is presently outstanding, due and payable. Neither theSolicitation Participants generally, nor the board of nominees in particular,have any plans or agreements with respect to approximately CAD$1,078,038 that isowed to Milverton in connection with services performed by Milverton andSanclair on behalf of the Company between September 2002 and June 30, 2009,CAD$509,406 of which was owed to Sanclair and was subsequently assigned toMilverton. Milverton has not waived any claims with respect to the aggregate ofCAD$1,687,515 or USD$1,672,629 (assuming an exchange rate of 1.0089) that wasowed to Milverton as of October 31, 2009. Other than the interest of eachnominee in his or her capacity as such, no nominee director or SolicitationParticipant has any substantial interest, direct or indirect, by securityholdings or otherwise, resulting from the election of the nominee directors,which is not shared by all other shareholders pro rata, and in accordance withtheir respective interests.

Potential Effects on ExistingSecurity Holders.

TheSolicitation Participants are not aware of any change in control provisions inexisting agreements with Global 8 that will be triggered by the election of theSolicitation Participants’ nominees. The Solicitation Participants are not awareof any plans that the nominees have for the Company other than to review thecurrent financial and business situation of the Company evaluate the Company’sbusiness prospects moving forward.

PROPOSAL3: RATIFICATION OF RICHARD HAWKINS AS THE COMPANY’S INDEPENDENTACCOUNTANTS

(ITEM3 ON THE PROXY CARD)

Accordingto an 8-K filed by the Company on May 10, 2010, the Company dismissed Gruber& Company and engaged Richard Hawkins as the Company’s independentaccountant on May 9, 2010. The Company’s engagement of Mr. Hawkins wastwenty-nine days after Mr. Hawkins’ accounting license was suspended by theCalifornia Board of Accountancy due to Mr. Hawkins’ failure to pay childsupport. Mr. Hawkins’ license remained suspended until it was reinstated on orabout July 19, 2010. The Solicitation Participants do not believe it is prudentto engage an independent accountant that manages his personal finances in amanner that threatens his ability to deliver audit opinions on behalf of theCompany. In addition, Mr. Hawkins failed to disclose the status of his licenseto the Company and to the Court when requesting the Court to order the plaintiffshareholders to pay Mr. Hawkins $30,000 to perform certain audit services. TheSolicitation Participants believe the Company can locate more qualified andethical independent auditor to serve the Company and, therefore, recommend avote AGAINST the ratification of the appointment of Mr. Hawkins as the Company’sindependent accountant.

Unlessotherwise instructed, the proxy holders will vote the proxies received by themAGAINST the ratification of the appointment of Richard Hawkins as the Company’sindependent accountant.

INTERESTOF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Nonominee director or Solicitation Participant has any substantial interest,direct or indirect, by security holdings or otherwise, resulting from theselection of accountants, which is not shared by all other shareholders prorata, and in accordance with their respective interests.

OTHERBUSINESS

TheSolicitation Participants are not aware of any matter other than the mattersdescribed above to be presented for action at the Meeting. However, if any otherproper items of business should come before the Meeting, it is the intention ofthe individuals named on your proxy card as the proxy holders to vote inaccordance with their best judgment on such matters.

ImportantNotice Regarding the Availability of Proxy Materials for the Annual ShareholderMeeting to Be Held on May___, 2011: The final form of this Proxy Statement, the proxy card andany additional solicitation materials filed with the Securities and ExchangeCommission is available online at www.g8et.net.

MILVERTON CAPITALCORPORATION

By:
Name: Rene Branconnier
Its:


Shane E. Thibault


Bernice Church


Donald Dyer


Fernando Londe


Rene Branconnier

GLOBAL 8ENVIRONMENTAL TECHNOLOGIES, INC.

ANNUALMEETING OF STOCKHOLDERS - TO BE HELD MAY ___, 2011

INCOMPLIANCE WITH AN ORDER BY THE HONORABLE ELIZABETH A. GONZALEZ, JUDGE, EIGHTHJUDICIAL DISTRICT COURT (CLARK COUNTY, NEVADA).

THIS IS A PRELIMINARY PROXYIN THE FORM THAT WILL BE SOLICITED BY THE SOLICITATIONPARTICIPANTS

Theundersigned, revoking all prior proxies, hereby appoints Shane E. Thibault andFernando Londe and each of them, with full power of substitution in each, asproxies for the undersigned, to represent the undersigned and to vote all theshares of Common Stock of the Company which the undersigned would be entitled tovote, as fully as the undersigned could vote and act if personally present, atthe Annual Meeting of Stockholders (the "Meeting") to be held on May___, 2011,at 10:00 A.M., Pacific Standard time, at Red Rock Casino Resort Spa located at11011 W. Charleston, Las Vegas, NV 89135, or at any adjournmentsor postponements thereof.

Should the undersigned be presentand elect to vote at the Meeting or at any adjournments or postponementsthereof, and after notification to Shane Thibault at the Meeting of thestockholder's decision to terminate this proxy, then the power of suchattorneys or proxies shall be deemed terminated and of no further force andeffect. This proxy may also be revoked by filing awritten notice of revocation with Global 8 Solicitation Participants, c/oVincent & Rees, 175 S. Main St., 15thFloor, Salt Lake City, Utah 84111, or by dulyexecuting a proxy bearing a later date.

LISTEDPROPOSALS:

Proposal (1) to repeal theAmended and Restated Bylaws adopted by the Company’s Board of Directors on July31, 2010 and subsequent amendments prior to the annual meeting, if any,(collectively, the “Amended Bylaws”) and reinstate the Bylaws of the Company ineffect prior to the adoption of the Amended Bylaws (the “ReinstatedBylaws”).

FORo AGAINSTo WITHHOLDo

Proposal (2) elect thefollowing individuals as members of the Company’s Board of Directors (Pleaseselect options under both (A) and (B) of this Proposal 2).

(A)	If under the Reinstated Bylaws:

(a) Bernice L. Church	(c) Fernando Londe

FORo AGAINSTo WITHHOLDo	FORo AGAINSTo WITHHOLDo

(b) Don V. Dyer	(d) Shane E. Thibault

FORo AGAINSTo WITHHOLDo	FORo AGAINSTo WITHHOLDo

(B)

If under the Amended Bylaws:

For,Against or Withhold your vote for the slate of Bernice L., Church, FernandoLonde, Don V. Dyer and Shane E. Thibault:

FORo AGAINSTo WITHHOLDo

AND

Rank thenominees in order of preference from 1-4:

Bernice L. Church:

____ (Rank)

Don V. Dyer:	_____(Rank)

Fernando Londe:	_____(Rank)

Shane E. Thibault:	_____(Rank)

Proposal (3) to ratify RichardHawkins as the Company’s independent auditors.

FORo AGAINSTo WITHHOLDo

Theshares represented by this proxy will be voted as directed by the stockholder,but if no instructions are specified, this proxy will be voted against proposal(2) and for the election of Bernice L. Church, Don V. Dyer, Fernando Londe, andShane E. Thibault under proposal (1). If any other business is presented at theMeeting, this proxy will be voted by those named in this proxy in their bestjudgment. At the present time, the Board of Directors knows of no other businessto be presented at the Meeting.

Theundersigned acknowledges receipt from the Solicitation Participants, prior tothe execution of this proxy, of the accompanying Proxy Statement relating to theMeeting.

NOTE: PLEASEMARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN THE ENCLOSEDENVELOPE. IF ACTING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC., YOUSHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS CORPORATION, PLEASE SIGN THEFULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF SHARES ARE HELD JOINTLY,EACH SHAREHOLDER SHOULD SIGN.

Signature(Please sign within the box) [_______________________________] DATE: _______,2011

Signature (Jointowners) [____________________________________] DATE: _______, 2011

NUMBER OF SHAREST SUBJECT TO THISPROXY _______________________

APPENDIXA

NOTICE OFANNUAL MEETING

GLOBAL 8ENVIRONMENTAL TECHNOLOGIES, INC.

677 7thAve. #410

SanDiego, CA 92101

(TEL)(760) 390-8351

TO THESTOCKHOLDERS OF GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.:

NOTICE ISHEREBY GIVEN that the Honorable Elizabeth A. Gonzalez, Judge, Eighth JudicialDistrict Court (Clark county, Nevada), has ordered that an Annual Meeting ofStockholders (the "Meeting") of Global 8 Environmental Technologies, Inc., aNevada corporation (the "Company" or "Global 8"), be held. The meeting isscheduled for May___,2011 at 10:00 a.m., Pacific Daylight Time at the Red Rock Casino Resort Spalocated at 11011 W. Charleston, Las Vegas, NV 89135forthe following purposes (the “Order”):

1. Toelect four directors to the Company’s board of directors to serve until theCompany’s next annual meeting.

2. Toratify Richard Hawkins as the Company’s accountants.

3. Totransact such other business as may properly come before the Meeting and anyadjournment or postponement thereof.

Shareholdersmay listen live by phone or video broadcast to our annual meeting. The dial-innumbers for the conference call will be posted at www.g8et.net before themeeting. Lines are limited and will be available on a first-come, first-servedbasis. Video Conferencing will also be available through the Red RockCasino.

You mayvote in person at the Annual Meeting. You may also vote your shares byappointing someone that is attending the Annual Meeting as your proxy to voteyour shares at the Annual Meeting.

One-thirdof the outstanding shares of the Company's common stock entitled to vote at theAnnual Meeting present or represented by proxy, constitutes a quorum. A quorumis necessary to conduct business at the Annual Meeting. You will be consideredpart of the quorum if you have voted by proxy. Abstentions, broker non-votes andvotes withheld from director nominees count as "shares present" at the AnnualMeeting for purposes of determining a quorum. However, abstentions and brokernon-votes do not count in the voting results. A broker non-vote occurs when abroker or other nominee who holds shares for another does not vote on aparticular item because the broker or nominee does not have discretionaryauthority for that item and has not received instructions from the owner of theshares.

Assuminga quorum is present, election of Directors shall be by “party-list proportionalrepresentation” in which all slates shall be voted as a single proposal, and theD’Hondt method shall be used to determine the number of Board seats won by thatslate. The candidates comprising the slate shall be rank-ordered by use of the“open list” voting method, in which voters who cast votes for that slate shallindicate their rank-order preferences within the list of candidates comprisingthe slate. On a slate winning at least one seat, the candidate receiving themost votes for rank “1” shall be that slate’s first candidate seated; thecandidate who receives the most votes for rank “2” the second seat; and soon. Candidates not already nominated as part of a slate may be nominated andseconded by shareholders from the floor. The votes received by any suchcandidate shall be tallied according to the D’Hondt method, simultaneously withthe tally of other slates, as if she or he were a separate slate, such that ifshe or he receives sufficient votes to win one seat under the D’Hondt method,she or he shall be entitled to on seat on the Board. Voters may cast theirvotes for on slate or for any combination of slates and/or independentlynominated candidates. Any abstentions, "brokernon-votes" (shares held by brokers or nominees as to which they have nodiscretionary authority to vote on a particular matter and have received noinstructions from the beneficial owners or persons entitled to vote thereon), orother limited proxies do not count in the voting results.

No actionwill be taken in connection with the proposals described in Notice for whichNevada law, our Articles of Incorporation or Bylaws provide a right of ashareholder to dissent and obtain appraisal of or payment for such shareholder'sshares.

/s/Robert Sullivan

By Orderof the Court

LasVegas, Nevada

March___, 2011

APPENDIXB

INFORMATIONABOUT SOLICITATION PARTICPANTS

Milverton Capital Corporation (“Milverton”) located at 8412 Armstrong Road, Langley, BC V1M3P5, engages in the business of environmental waste consulting, business financing and new product development consulting. Milverton is the direct beneficial owner of 6,716,060 shares of the Company’s common stock. Milverton is not the owner of record of any shares that it does not own beneficially. The shares of common stock acquired by Milverton in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Milverton is not and has not, within the past year, been a party to any contract, arrangement or understanding with any person with respect to any securities of the Company. Milverton’s associate, Rene Branconnier, is the beneficial owner of 8,450,379 shares of the Company’s common stock and has an address of 8412 Armstrong Road, Langley, BC V1M3P5. Milverton is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. The Company and Milverton were parties to a certain Consulting Agreement dated March 1, 2005 pursuant to which Milverton provided technology, operations, maintenance, research & development, engineering and training consulting services. The Company “suspended” the Consulting Agreement with Milverton on November 9, 2009 pending further review by the Company’s board of directors. No reason was given for the suspension and, because the Consulting Agreement does not provide for “suspensions” and the board of directors has not informed Milverton that it intends to lift the “suspension,” Milverton takes the position that Consulting Agreement was constructively terminated by the Company on November 9, 2009. In addition to suspending the Consulting Agreement and any other contracts between Mr. Branconnier and his affiliates, the Company also ordered Mr. Branconnier and any persons or entities under Mr. Branconnier’s direct or indirect supervision, control or direction to cease and desist from any and all activities with or on behalf of the Company, including the promotion and sale of securities, the search for and negotiation of business projects or involvement with banking activities. Unrelated to the Consulting Agreement, the Company owes Milverton USD$1,672,629 for the repayment of funds loaned to the Company by Milverton, Sanclair Holdings Ltd. (“Sanclair”) and Rene Branconnier between September 30, 2002 and June 30, 2009 and services provided by Milverton and Sanclair between September 30, 2002 and June 30, 2009, all of which debt not already owed to Milverton was assigned to Milverton by Sanclair and Mr. Branconnier. Neither Milverton nor any of its associates have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Shane Thibault has an address of Box 123, Saskatoon, SK, Canada S7K 3K1. Mr. Thibault is currently an independent consultant in the areas of contracting and inspection services. Mr. Thibault is the beneficial owner of 1,109,436 shares of the Company’s common stock held by AS&T Holdings, Inc., which is owned and controlled by Mr. Thibault. Mr. Thibault is the not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by AS&T Holdings, Inc. in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Thibault is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Thibault is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. AS&T Holdings, Inc., a company controlled by Mr. Thibault, received commissions from the Company based on investments that AS&T Holdings, Inc. introduced to the Company during the Company’s last fiscal year. The commissions paid to AS&T Holdings totaled approximately $153,000 in cash and shares of the Company’s common stock. Mr. Thibault does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Bernice Church has an address of 6521 67 Street, Red Deer, Alberta Canada T4P 1A3. Ms. Church is currently a director, co-manager, secretary treasurer and co-owner of A1-Transmission Ltd. located in Red Deer, Alberta Canada and has been for the past 20 years. Ms. Church is the beneficial owner of 354,500 shares of the Company’s Common Stock that she owns jointly with her husband, Dave Church. Ms. Church is not the owner of record of any shares that she does not own beneficially. The shares of common stock acquired by Ms. Church in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Ms. Church is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Ms. Church is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Ms. Church does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Don Dyer has an address of 4320 River Road, Richmond, BC. Mr. Dyer is currently President of Pacific Ocean Resources and Halo Property Services, Inc. and provides public and investor relations services to public and private companies. Mr. Dyer is the beneficial owner of 3,491,256 shares of the Company’s common stock. 726,000 of those shares are held directly by Mr. Dyer and 2,765,256 of those shares are held by Pacific Ocean Resources Corporation, a company owned and controlled by Mr. Dyer. Mr. Dyer is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Dyer in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Dyer is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Dyer is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Dyer does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Fernando Londe has an address of 2011 Courtside Ln, #101, Charlotte, NC 28270. Mr. Londe is currently an independent networking designer and consultant. Mr. Londe is the beneficial owner of 300,000 shares of the Company’s common stock, which he owns directly. Mr. Londe is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Londe in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Londe is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Londe is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Londe does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Rene Branconnier has an address of 8412 Armstrong Road, Langley, BC V1M3P5 and is the President of Milverton Capital Corporation. Mr. Branconnier is the beneficial owner of 8,450,379 shares of the Company’s common stock. The shares beneficially owned by Mr. Branconnier includes (a) 6,716,060 shares of common stock owned by Milverton Capital Corporation, of which Mr. Branconnier is a controlling shareholder, (b) 674,884 shares of common stock owned by 529473 BC Ltd., of which Mr. Branconnier is a controlling shareholder, (c) 680,435 shares of common stock owned by Dynasty Farms Ltd., of which Mrs. Branconnier is a controlling shareholder through Sanclair Holdings Ltd. and (d) 379,000 shares of common stock owned by Sharon Branconnier, Mr. Branconnier’s wife. Mr. Branconnier is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Branconnier in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Branconnier is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Branconnier is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Branconnier does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

SECURITIES OF THE COMPANY PURCHASED OR SOLD BY SOLICITATION PARTICIPANTS WITHIN THE PAST TWO YEARS:

Date	Soliciting Party	Amount Purchased/Sold			Dollar Value		Price	Amount Paid:
05/31/2008	Milverton		300,000	(P)	$	150,000.00	@ .50	$	150,000.00
12/08/2008	Milverton		16,000	(P)	$	8,000.00	@ .50	$	8,000.00
06/06/2009	Milverton		215,000	(S)	$	43,000.00	@ .20	$	43,000.00
05/01/2009	Milverton		620,704	(P)	$	101,164	@ .163	Cancellation of $101,164 in debt
05/31/2009	Milverton		810,000	(S)	$	81,000.00	@ .10	$	81,000.00
04/30/2009	Thibault(1)		160,420	(P)	$	16,420	@ .10	Issued in consideration of investment services performed
06/29/2009	Thibault(1)		336,602	(P)	$	122,722.33	@ .46 (average price)	Issued in consideration of investment services performed
07/21/2009	Thibault(1)		183,448	(P)	$	18,344.80	@ .10	Issued in consideration of investment services performed
01/15/2009	Dyer(2)		66,000	(P)	$	16,500	@ .25	$	16,500